Every Little Girl Flies
by wearethenorth
Summary: Carol Danvers could never resist helping out people who acted like they didn't need it. [Or my take on Cap 2 with more kickass lady power.] Note: first chapter's a little fast-paced but it'll make sense later. Don't own. Honestly, this is just something that won't leave me alone so i'll go back and edit when im not busy
1. Chapter 1

She arrives at his house minutes after he nervously hangs up his phone. "Carol?" Sam blanches when she pushes past him and barges into the hallway. Carol turns and frowns, self-consciously tugging at the hem of her flight jacket.

"Hey, Sammy," she greets. "Is this a bad time? I mean, you seemed kind of out of it when I…" She trails off at the sight of two strangers in the living room, watching her warily. One of them, she recognizes as the man who spoke to Sam after their PTSD meeting two days ago. "Oh. You've got _company_."

"Sammy?" The woman raises a red brow, a smirk tugging at the corner of her lips.

Sam turns to snap at her, but Carol swiftly reaches out and tugs him back, her nails digging into the sensitive flesh of his wrist as her other hand trains a pistol on the red-haired assassin.

"Woah!" The blonde man—the one she recognizes from the meeting—leaps to his feet just as his companion pulls out her own firearm.

"Colonel," she greets, eerily calm. Carol grits her teeth at her former title, hand tightening on the pistol.

"It's captain, now," she replies stonily. "I've been recently demoted. And you? Heard them calling you Natasha Romanoff on the news during the Manhattan fiasco. Last I remember, your name was Natalia Shostakova."

Natasha allows herself a sneer at the name before her blonde friend steps between them.

"Woah, woah. Let's all just stay calm—"

"Holy _shit_," Carol drops her gun unceremoniously, gaping at him with recognition flashing in her eyes. "You're Captain America! Sammy, Steve Rogers is in your _goddamn living room_."

"Eh, yeah. Carol, before you go crazy can you let go of my wrist. The whole 'super strength' thing's making me lose feeling in my left arm."

"Oh!" She frowns, drops his hand as if _she _was the one in pain. "Sorry, buddy. You didn't tell me you knew _Captain America_!"

"Relax, girl," he pats her head and smiles despite the throbbing in his wrist. "I only met him Friday."

"_Still—"_

"Listen, ma'am, we don't really have time for—"

"Right, right. Super sorry," Carol ducks her head, and Sam gapes when he sees that she's actually _blushing_. "It's just—Gramps was always talking about you, and… Sorry, um, I'm sort of at a loss. Sammy, mind explaining?"

"Actually, Carol—"

"Explain away, _Sammy_," Natasha cuts off. "We could use somebody with Danvers' _skillset_."

Carol pauses, narrows her eyes suspiciously. "I don't work for SHIELD," she says.

"Good," Steve replies easily. "Neither do we."


	2. Chapter 2

Jasper Sitwell is thrown from the roof, and Sam's the one who tosses him back on.

"You ready to talk?" Carol asks. "Natasha here can be really persuasive, but you already knew that."

Sitwell holds his hands out and takes a frightened step back.

"They'll kill me!"

"Danvers and I will do worse," Natasha says with a sweet smile. "And our handler was more capable than you were. Tell me, did Hydra order the hit on Coulson, as well? Or was he in on the entire thing?"

Carol snorts, grasps Sitwell by the shoulders and shoves him forward to he's kneeling before them all. "Coulson loved Cap too much to go Dark Side on us."

"Agent Coulson's death was completely out of our hands—"

"Enough," Steve says. "Start talking. Zola's algorithm."

"It's a program!" he shrieks, cowering away from them. Carol rolls her eyes, but Sam looks mad enough for the both of them. "It chooses and takes out targets, please—"

"What targets?" Carol asks, kicks him over and ignores Natasha's smirk.

"You," Sitwell gasps. "Rogers, Stark, Banner, Stephen Strange, anyone who's a threat to the system."

Steve scowls, not pleased with his answer. "People with… abilities, is that it?"

"I—"

"Some of us didn't choose this!" Carol grabs Sitwell by the collar and lifts him until he's dangling two feet from the ground. "We didn't ask for—"

"Danvers!" Natasha barks, and when she looks over, the assassin has pulled out her gun. "You need to calm down. If you're a threat to anyone in this vicinity I will not hesitate to take you down."

Carol looks down, and she's floating as well, the skin visible from her flight jacket lit up with a strange iridescent glow. She drops Sitwell and lands lightly, apologizing under her breath. The redhead nods once and clicks on the safety of her gun.

"Continue," the captain says to Sitwell, casting a wary glance at Carol's retreating form.

The Hydra agent chokes on a sob. "I-it cancels out anyone who's a threat to Hydra. Now or in the future."

"The future?" Steve furrows his brows. "How could it know?"

"How could it _not_?" Sitwell throws his hands in the air and _laughs_. "The twenty-first century is a _digital book_. Zola taught Hydra how to read it. Your bank records, medical history, emails, phone calls, _your damn SAT scores_. All of them just a button click away. Zola's algorithm evaluates people's past to predict their future."

"What then?" Natasha demands. _What if it makes a mistake?_

"It _eliminates_ them. Oh god, Peirce is gonna kill me—the _Insight_ helicarriers scratch them off the list. Millions at a time, worldwide."

Carol's hands are shaking when she snaps her head back at them, her body pulsating with a familiar heat. "You want to kill _millions of people_."

"It's all for the greater—"

"So help me _god_, if you say 'greater good', you _sonofabitch,_ I will tear you limb from limb, no matter what Natasha says."

The master assassin looks as if she wouldn't lift a finger if Carol were to carry out her threat.

:::

"Hydra doesn't like leaks."

"If you say that one more time, I'm gonna open the car door and let DC traffic take care of you," Carol says. "It'll save Hydra the trouble."

"_Insight _launches in sixteen hours," Natasha leans forward in her seat. "We're cutting it a little close."

"Between two superhumans, a master assassin, and a guy with _wings_ packed in the back seat, I think we're gonna be fine," Sam replies easily.

"Can you turn the radio on? He's breathing really loudly and it's throwing off my feng shui."

"I'm nervous—"

"Feng shui's got to do with your surroundings, Danvers."

"Well, his breathing is _surrounding me_, Romanoff."

Natasha opens her mouth to reply, but the car door is wrenched open and Jasper Sitwell is unceremoniously thrown out screaming.

"That solves _that _problem," Carol quips, but then the man on the roof of their car is _shooting_ at them, and the bullets are barely glancing off of her skin, but all she hears is, "_Fuck, this is a rental!_"

Steve reaches over and slams on the brakes and the man is launched onto the road, and she thinks that's the end of that. But then he gets to his feet and starts shooting _again_, and between finding out she was on a major hit list and being shot at by a guy with a _metal fucking arm_, she decides that today is definitely _not_ her best day.

Cars are honking, and most are just swerving around their little _Prius_ (she decides to punch Sam for his bad rental choices another day), but suddenly, the car lurches forward and is sent barreling right towards creepy-metal-arm-dude.

"Why didn't you just get a hummer like that guy?" Carol exclaims, and Sam turns around and shouts that the rental agency gives you discounts for caring about the environment.

She has a thoughtful '_oh_ ' moment before the guy who threw Jasper Sitwell out the window _launches onto the fucking car like he's Sonic the Hedgehog_.

"Where the _fuck_ do they breed these guys?" Sam shrieks, but Carol's already clambering out of the broken window and shooting right back at the man she'd less-than-fondly dubbed Super Mario. "_Carol, get down from there_!"

Then the car's flipping and her and Sam leap out of one side while Steve and Natasha are surfing on the goddamn car door. "You attract all the weird ones, you know that?" She shouts at Sam right before she dodges a grenade, of all things.

"You're the one who had sex with an alien from outer space!" He yells over his shoulder and ducks behind an abandoned car.

"You mistake me for being ashamed," she grins at him across the highway and he grins right back.

"Just like old times?"

"Yep," she jumps and lets off two shots before ducking once more. "Did I hit 'em?"

"Nope."

"Then it's just like old times."

"A little help here!" Natasha says as she stabs a guy twice and dodges twenty bullets aimed her way.

"You're doing just fine, Romanoff, don't worry."

"Damn you, Danvers, you're indestructible! You take a turn!"

Carol rolls her eyes, but next thing she knows, she's sprinting forward and launching herself at Super Mario. He ducks her punch, rolls away, and let's off two shots to her chest. Carol freezes, and that's enough time for the man to grab her by the throat and fling her off the ramp.

"_Carol_!"


	3. Chapter 3

"Hey, _asshole_."

The Winter Soldier whirls around, and this time, she lands a punch that sends him barreling off of the highway.

"It's _not_ nice to throw people."

The scarlet, cobalt, and gold of her suit sticks to her flesh like a second skin, but she flexes the material anyway, tests it because it's been so long since she's been like this, and she revels in the power that surges underneath her skin.

The Soldier's men are shooting at her, but the bullets glance off the suit the same way they glance off her skin. She sighs, and the closest gunman follows the Soldier's example off of the ramp.

"I'm not very nice."

She didn't see the grenade coming her way until Sam chokes—he'd been crying, the cutie, like she'd actually been hurt—out a warning. Carol shoots into the air, glares at Super Mario from where he's aiming the gun at her.

"I thought I took care of you." She allows herself a smirk.

"So did I."

There's a helicopter circling them. At first, she thinks it's a news team trying to get in on the action. But then she hears a low whistling sound, and it's getting closer and closer until she feels the missile catch her in the back. She grunts, and the force sends her careening right into the Soldier's arms.

"You're tough," he says, smashes her face into the concrete. She grins, catches his metal wrist and flings him into the nearest building.

"Thanks _pal_."

Another missile is fired her way, and this time, she has just enough sense to dodge it. Carol glares up at the helicopter—or rather, multiple helicopters—and the SHIELD emblem glares back.

"Those little—"

She ducks when the Soldier launches himself at her, sends up a little mental 'thanks' to Mar-vell for the Kree version of ESP.

"You're more persistent than half the guys I've dated," she says, dodges his next punch as if he's a meager trainee.

"You're more _alive _than half the girls I've—" The Soldier freezes in place, his eyes widening as if he just remembered something he'd long since forgotten. Carol pauses too, giving the man a peculiar look. She even tries to reach out and poke him, maybe shake him out of his stupor. But suddenly, Steve's tackling him to the floor and she's surrounded by Hydra-SHIELD agents. She knows she can take them, but they've got guns pointed at Sam and Natasha, so she stands down, lets them cuff her with some weird chains that suck the fight right out of her and bring her to her knees.

"They said these cuffs'd work on you," a man smirks down at her, and she has to fight to keep her vision from blurring. "Didn't think they'd work this well."

"Rumlow," she says, swaying slightly. "I'll throw up on you. Smug-faced little—"

"_Bucky_?"

"Who the hell is Bucky?"

She actually does throw up then. Right over Brock Rumlow's shiny little boots. He grimaces down at her, brings a walkie up to his mouth and whispers something that she can barely make out. But she does.

"_He's remembering_."

The words ring in her ears as she's strapped into the van across from Steve, who looks like he's seen a ghost. She wants to speak, wants to tell him what she heard. How she connected the dots with so little to go on, and _isn't he proud, because Gramps would be_.

But she's slumping against Sam's shoulder and drifting in and out of consciousness.

:::

When she comes to fully, they're in some sort of underground facility, and she almost disintegrates the woman who brings her a tray of food.

"Where am I?" She demands, holds the brunette up to the wall and squeezes her fingers around her neck. "Where's Sam? Steve? The damn assassin too."

"Safe," the girl chokes out, and it's enough incentive to let her go. Carol apologizes, leaves the woman slumped against the wall and rubbing her sore throat with a glare in her direction. "We've been waiting on you, Danvers."

"You with SHIELD?"

A nod.

"And not Hydra, I'm guessing."

"Not willingly, in any case."

"Right," Carol's scowling down at her. "How long have you guys been working on those fancy cuffs in the first place?"

"Since we detained Anna Marie and Raven Darkholme," the woman stands to her feet, and Carol's scowl deepens. "Those cuffs weren't meant for you, Danvers."

"Where are they now?"

She shrugged. "Dead, for all we know."

Carol knew that was too much to hope for.

:::

"It's shit like this that gives me trust issues," Fury—who was miraculously _alive_, and wasn't today just _full _of surprises—leaned back in his seat and gave a longsuffering sigh.

"Must be hard," Carol says sarcastically. The former-director of SHIELD gave her a half-hearted glare.

"_You _left _us_, Danvers."

"Best decision of my life."

"Oh yeah? Forgot the part where it got you turned into some sort of alien mutant? Or is that the second best decision? "

Steve interrupts with a pointed look at both of them. "Now's not the time. Captain, you might not like him, but he's our superior in rank."

"Nuh-uh," Carol shakes her head. "_You're _my superior. I'm not taking orders from One-Eyed Bill over here."

The captain opens his mouth to speak, but Fury beats him to it. "She's right, Cap," he sighs. "You're calling the shots now."

"We've got to stop the launch," Natasha says. "That's our top priority."

"I don't think the Council's accepting my calls right now," Fury says, and Carol gives a soft snort. He reaches across the table and pops open a briefcase.

"What's that?" Sam asks.

"Once the helicarriers reach three thousand feet, they'll triangulate with _Insight _satellites and become fully weaponised," Agent Maria Hill explains.

"We need to breach those carriers and replace their targeting blades with our own," Fury continues, casting a pointed look at Carol and Sam. "And since two out of six of us can fly, I think we're gonna have very little difficulty with that part of our mission."

"One or two won't cut it," Hill says. "We need to link all three carriers for this to work. If even one of those ships remain operational, a whole lot of people are gonna die."

"We have to assume everyone aboard those carriers is Hydra."

"Great, so innocent people may die either way," Carol mutters.

"You worked for SHIELD, Danvers. You know we operate in the grey areas here. If we do this successfully then maybe, just maybe, we can salvage—"

"We're not salvaging anything," Steve says, and in that moment she wants to throw her arms about him and kiss him right on the mouth. "We're not just taking down the carriers, Nick, we're taking down SHIELD."

"SHIELD had nothing to do with—"

"You gave me this mission. This is how it ends. I'm calling the shots now, remember?"

"I didn't know about Barnes, soldier. You can't just—"

"You wouldn't have told him even if you knew," Carol says, rolling her eyes. "Pretending otherwise won't get you anywhere. Cap obviously knows how SHIELD works. Speaking of, when were you planning on telling me you had Rogue and Mystique in SHIELD custody?"

"Are we really going to start this now?"

"Carol, there are more important things at stake here," she grits her teeth when Steve's hand lands on her shoulder, narrows her eyes at Fury. The smug bastard stares back unflinchingly. "SHIELD, Hydra, it all goes."

"He's right," Hill says, ignoring Fury's scathing look in favor of nodding encouragingly at Carol. Natasha only inches closer to Steve.

"Don't look at me," Sam shrugs. "I only do what they do, just slower and with less brightly-colored tights."

:::

"You having a flashback on me, Cap? You've got your flashback face on."

Steve looks up at Carol, startled. "'Flashback face'?"

"Yeah," she nods with a grin. "It's when you stare off into the distance and get this constipated look on your face. Everyone with a tragic backstory's got one."

"Do you have one?"

Carol's smile disappears and she looks away. "I can't remember."

"O-oh," he stutters, but she sends him a small reassuring smile.

"Don't worry, it's been awhile. I remember some things, anyway."

They stay quiet for a moment.

"Were you thinking about Bucky?"

Steve stiffens.

"Do you think it's him? I mean, I heard Rumlow say…" she trails off, and he gives her a sharp look.

"What?"

"He said the Soldier was _remembering _something, I don't know," she shrugs, feeling helpless. "They didn't—You don't think they made him forget?"

Steve sighs. "I don't know," he says, and her heart breaks at the sorrow in his voice. "Here comes Sam."

"Looking good, Danvers," he grins and eyes her suit critically. "Never seen you in it before. Does it just…_zap on_?"

"It's a part of my skin," Carol rolls her eyes. "I wouldn't touch it if I were you. It kinda burns away my clothes whenever it appears."

Sam gives a low whistle. "Is it permanent?"

"It's battle gear," she replies. "It's made to withstand flying past the _sun_."

"Holy _shit, _I love having superhero friends."

At this point, even Steve looks curious.

"Can you actually _fly_?"

"Yep."

"Did you see when the Soldier smashed her face into the—" Sam frowns when he sees Steve's scowl. "He's gonna be there, you know."

"I know."

"Whoever he used to be, the guy he is now… I don't think he's the kind you save. He's the kind you stop."

"I don't know if I can do that," Steve says, gritting his teeth.

"He might not give you a choice," Carol puts a hand on Sam's shoulder, drags him back.

"That's enough pal."

"He doesn't know you, Steve," Sam insists.

"He will," Steve replies. "Gear up. It's time."

:::

"Ohmygod, Sam."

"I know."

"He's wearing the uniform."

"I see it."

"All my life has led up to this moment."

"I might cry."

:::

Whoo chapter 3! Okay, first things first, for those of you not familiar with Ms. Marvel's backstory, she was a pilot-turned-colonel who started working for NASA because she wanted to be an astronaut as a kid (who doesn't) but ended up getting demoted to a simple security guard. At that point, she met Walter Lawson, who was actually the Kree captain Mar-vell. Yon-Rogg, another Kree soldier with a grudge against Mar-vell for a reason I can't remember, tried to get to Mar-vell by kindapping Carol, as the two had gotten close (cue me translating 'gotten close' into 'having sex'). Anyway, Yon-Rogg kidnaps Carol, reveals his evil plan to kill Mar-vell, blah blah blah, until Mar-vell actually arrives and starts shooting all over the place. A stray shot hits this machine called the Psyche-Magnitron, and when Mar-vell tries to shield Carol from its harmful rays, it fuses his DNA with hers. Cue Carol becoming a badass half-Kree superhuman. Shit happens and Mar-vell dies, and Carol starts calling herself Ms. Marvel. (I like Captain better so thats what I'm using.)

[insert crazy shit that happened to Carol but has nothing to do with this story]

Carol joins the Avengers, leaves and moves to San Francisco, publishes a magazine where she throws shade at the Avengers and SHIELD and basically everyone fron her past life. Then one day she's jogging down the Golden Gate and she's attacked by Mystique and Rogue. Rogue takes Carol's powers and memories and tosses her off the bridge, believing her to be dead. (Obviously she's not.) Charles Xavier finds her, blames himself for what happened to her, brings her to Westchester and they basically get her memories back, and she becomes a (sort of) honorary X-Man. After a long and arduous process, she gets her powers back and proceeds to fly into the sun (kind of literally).

As you can see, my interpretation of Carol is different. She joined the Air-force, and was basically trained and used by SHIELD for espionage without knowing it. Then, when she finds out, she quits, but by then she'd already become a colonel, and starts working for NASA. SHIELD pulls a few strings and suddenly Carol's demoted to a security guard. Everything happens the same, Yon-Rogg kidnaps her, Mar-vell saves her, Carol becomes a vigilante known as Captain Marvel, moves to San Francisco, Rogue and Mystique take her memories and powers, she recovers them and hangs with the X-Men. What happened after is she started to lay low, moved to DC, tried to live a normal life and started going to PTSD meetings led by Sam Wilson. They become besties and suddenly Captain America is in Sam's living room and she's trying to help them bring down SHIELD. Also, you may be wondering, who is this 'Gramps' I keep mentioning? Guess you'll have to keep reading to find out.


	4. Chapter 4

The helicarriers are in the air and shooting at them before Carol and Sam know it. Sam dodges, swipes his wings left and right and ducks when Carol calls out, but she's sending out blasts whenever she can get them in, taking out guns along all three carriers. Steve's shouting something on the comm, but she can't hear it over the rush of air and cannonfire.

"_Fuck it_," Carol thinks, stops in midair and swan-dives onto the middle of the landing pad. She's crouched on her knees when she lands, the concrete cracking beneath her fists, and she makes a menacing sight with her red cowl and flight goggles to any who venture near.

One man laughs, raises his gun, but he's swiftly kicked off of the side of the helicarrier, and two more men follow. She doesn't need guns like Sam. She's shit at shooting anyway. But Carol does feel a certain thrill when she jumps off the edge of the platform, suspended in the air for a moment before her flight kicks in and she's crashing through the glass dome beneath the helicarrier.

"That was easy," she laughs into her comm. "Wouldn't it suck if I lost my chip in the middle of all that?" Her eyes widen as the thought registers, and she could vaguely hear Maria—they're on a first-name basis now because she quite likes the woman—screaming at her over the comm to not be a total fuck-up to the operation, _please_. But the blade is secure inside her glove sleeve, and when she says so aloud, Maria gives an audible sigh.

"Come on, boys, you're supposed to be superheroes," she taunts into the comm as she pops the blade into its compartment. She can hear Hill commending her and she swiftly jumps off deck and into the air once more.

"_Not all of us are immune to bullet wounds_," Steve pants, but she can hear the grin in his voice.

"_Or have the uncanny ability to fly without bionic wi—_fuck, _I'm hit!"_

"_Dammit_, Sam," Carol sees him struggling in the air, his one wing flapping uselessly against the fall. "I got you." She swoops down, catches him gently under the arms, but the momentum carries her into the SHIELD building, and they go crashing through the windows.  
_"Fuck_," Sam groans, picks out a piece of glass embedded in his arm. "I should've worn sleeves. Here's the chip, Danvers. You go get 'em."

She nods, grabs the blade and is out the window the next second, soaring high and fast. "I resent that I'm doing more work that both Cap and Sam," she speaks over the roar of the wind, dodges two hits, but is taken down by the third. She lands into the side of a helicarrier—and not the one she's supposed to be on dammit—and is back in the air a moment later. The second carrier is harder to dispatch than the first, and she's hit more times than she can count. Her body's sore, and her limbs ache underneath her suit. She pulls through it, stands on the edge of the platform and presses a finger to the walkie in her ear.

"Cap, what's your status?"

There's silence on the comm.

"Cap?"

"_The Soldier's up there_," Natasha's voice says, shaky over the comm. Carol blanches because she's never heard the Russian assassin sound so frightened. "_You gotta help him_."

"And interrupt their bonding time?" She can't help but quip.

"_Danvers_—"

"Yeah, yeah, take a joke," Carol's flying through the air once more.

Suddenly, there's an explosion—or rather, multiple explosions—and she has to dodge falling metal debris from either side of her.

"Natasha, what the _fuck_?"

It's Hill that answers. "_He told me to do it_," there are tears in her voice, and Carol feels the wind get knocked out of her. "_He did it, but he's still up there with the Soldier. You need to save him Carol_."

She steadies herself, says "I will," or maybe she doesn't, she can't be sure, because she's flying faster than she's ever flown before, and she can barely hear herself _think _over the rush of wind in her ears. She's hit by metal more times than she can count, but she ignores it—ignores the _pain_—because no way is Captain Steve Rogers dying on her watch, _no way am I letting Gramps down like this, the old man'll rise from the grave and kick my ass_.

She almost doesn't notice the mangled remains of the rapidly falling helicarrier, but when she does, Carol chokes on a cry. She can't see Steve or the soldier anywhere, can only see sparks and metal and fire and all three helicarriers are crashing around her but she barely _notices_.

And then she sees them. Out of the corner of her eye, there is movement on the shore of the Potomac. She wastes no time, races across the river, dodging glass and metal and _people_. The Soldier—Bucky, she reminds herself—falls into a defensive stance when she lands next to them, but she barely spares him a glance. Carol kneels before Steve, checks his pulse because _Captain America cannot be dead_, sighs in relief when she feels it fluttering beneath her gloved fingers. She takes Steve's face in her hands, presses her forehead against his because she's so _relieved right now_. She turns to Bucky, to thank him or tackle him and take him into custody, she doesn't know, and she supposes she's thankful that he's not there anymore; she didn't think she'd be able to make that decision on her own.

:::

Steve's in a hospital bed, Sam tucked away safely beside him. Natasha's off somewhere creating a new identity for herself—to be honest, she had no idea what the assassin had said, she tends to tune people out when they start conversations by insulting her ability to keep certain super soldiers safe. Maria Hill now works in the Stark Industries Customer Service division—Carol had to call Tony herself and berate him for it, but apparently he didn't like the woman very much, and she assured Carol she didn't mind. Fury was off the grid, but that morning she'd received a note in her apartment that merely said, "Good work." Carol wasn't sure if she was pissed that he broke in so easily or thankful that he hadn't harmed Chewie in any way. The cat already had to put up with enough of her shit.

All was well, she sighed as she walked through the halls of the Smithsonian. Steve would recover in a few weeks, as would Sam, and the two would continue with their search for James Buchanan Barnes. And Carol… well, maybe she'd join them. _After all, they could use a fellow amnesiac._

Carol smirked to herself, her eyes flitting over to the exhibit dedicated to Captain America's best friend. Her smirk fell.

_Shit._

_:::_

Idk if I should continue with this one or just write a sequel. I _do _know that from here on out it's all gonna be in Bucky's point of view. That's all folks!


	5. Chapter 5

"James Buchanan Barnes," a voice behind him says, and he whirls around, hand reaching behind him for his hidden pistol. The blonde woman-and fuck him if it's the girl who he threw off of a highway-gives a slight bemused smile, merely walking past him and standing before the museum exhibit with his face plastered all over it.

"Handsome, isn't he?"

He pauses. For a moment, he thinks she doesn't recognize him. But then she turns around with a knowing glimmer in her eye and his metal hand tightens around the gun.

She raises her brows expectantly, and he realizes she's waiting for him to speak.

When he doesn't, she sighs.

"Relax, cupcake, I'm not here to sell you out," turning back to the display, she gives a thoughtful hum. "At least, not yet. I don't think we've been formally introduced. I'm Carol Danvers. Formerly a colonel, but thanks to SHIELD I've been demoted to captain. Well, unofficially. Don't worry, sergeant, I won't make you salute."

He doesn't smile when she grins at him over her shoulder, his stance still tense.

"You've stirred up quite a mess in D.C.," she continues, unperturbed by his silence. "Can't say I'm sorry for it. With SHIELD disbanded, I'm free. Not that I wasn't before. It's just good to know I don't have to look over my shoulder for the rest of my life."

"Is it because you can fly?"

The words are out before he can stop them, his curiosity having won over his instinct to shoot and never ask questions, and she seems surprised at first. But then she turns, grinning widely at his almost-wry tone.

"You do remember me! Here I was thinking otherwise. And, it's not just the flying thing. I used to be an agent, back when I first got out of flight academy. I didn't know it, of course. When they told me some higher ups wanted me trained for reconnaissance and espionage, I didn't ask too many questions. All I knew was I wanted to prove to the old man that I was worth just as much as my brothers."

She stops, gives him a wry smile.

"When I found out, I resigned. I was already a colonel by then, so I decided I'd go join NASA. Become an astronaut like I always wanted. 'Course, SHIELD didn't take that too well. Next thing I know, I'm discharged for 'dishonorable conduct' and working as a regular security guard."

"Can other 'regular security guards' do what you do?"

The blonde barks out a laugh, but he remained unsmiling. "Y'know, I would've never pegged you as the type with a sense of humor. Unfortunately, that's a story for another time. Contrary to what you're probably thinking, I didn't come here to bug you. In fact, I didn't know you'd be here at all."

She gives him a mock salute and walks off, tugging at the hem of her flight jacket.

Halfway out of the room, she turns, looking at him imploringly, and he realizes the woman was waiting for him to follow.

For a moment, he contemplates pulling out his gun and shooting her right there, leaving her to bleed out on the marble floor of the museum exhibit and slinking back into anonymity.

But then his eyes stray over to the display beside him. 'Sergeant James Buchanan Barnes' is written in bold white letters on the glass wall, his entire life story spread out under it, next to a picture of the World War II hero.

_Next to a picture of me_, he thinks.

With a small glance back, he follows after Captain Carol Danvers.

:::

"Where are we going?"

Danvers smiles at a passing security guard, who greets her by name.

"D'you know I've visited this exhibit a total of fourteen times when it opened up three months ago?" She stops suddenly, turning to face him.

"The old man always told me I was too sentimental. Said it made me weak. Gramps never thought so. Then again, he always did like me more than the boys."

He realizes they've halted before another display, and when he does a quick scan of the exhibit he recognizes one of the Howling Commandos.

Most of the photos on the wall are black and white, blurry and hard to make out the faces. But the mural next to it portrays a man with a smiling pink face and shocking red mustache, wearing his signature bowler hat.

"Dum Dum Dugan," the blonde says, a touch of fondness in her voice. "Formally known as Sergeant Timothy Aloysius Cadwallader Dugan. Informally known, to me, as Gramps."

He blinks at her, a frown tugging at his lips. She meets his gaze with a small smile.

"My mom's dad," she explains. "Grandma died giving birth to Mom way after the war was over. Most men would be grief-stricken, angry. Gramps used to say, 'Why dwell on the past, when the future's full of miracles?' I keep that in mind, still. Gramps was quick to laugh and quicker to anger, but he was the best man I ever knew. Talked about you guys a lot. I grew up on stories of Captain America and the Howling Commandos."

The smile on her face becomes pained, and her eyes flicker when she turns back to the exhibit.

"When I was a kid, I wanted to fly, more than anything. I used to go to Cape Canaveral and just watch the rockets take off. The old man hated it. Told me I was a girl. Only good for popping out kids. He loved me, 'course, but he was an old-fashioned man. Not Gramps though. I told him I wanted to be a pilot. A soldier, like him, like Captain America. And you know what he said to me?"

She's not smiling anymore, looks almost pained and... confused.

"He said, 'Care-bear.' He said, 'If you wanna be a pilot, then goddammit, girl, you're gonna be the best damn pilot in the US Army!' And that was it. The old man never said a word when Gramps was around. Too afraid. Gramps hated him, but he loved my mom, so he put up with him."

She tucks a loose strand of hair behind her ear, smiles up at him. "You probably think I'm crazy, telling you all of this. You threw me off the freeway, for god's sake."

"I am curious," he concedes, eyeing her strangely.

"Steve's my friend," she says suddenly, watching as he tenses at the name. "I don't really know the guy that well, but it's sorta a hero-worship thing. Same with you. You tried to kill me, but despite everything, you're still James Buchanan Barnes. You wouldn't have come here if you didn't think so too, so don't give me that look. I just feel like I kinda owe it to Gramps to help you guys along."

He reels back, snarling slightly.

"I don't need your help."

She says nothing until his back is facing her.

"I know how it feels," Danvers calls after him casually, and his curiosity is piqued enough to turn back around. "The memory loss thing. You and I are more alike than you think."

"We're nothing alike," he says, even though he's quite doubting that himself.

"Whatever," Danvers shrugs. "You don't want my help. Fine. I've been in your boat, Barnes. And you won't be able to do this alone."

He faces her completely now, and he notices she's moved closer. He could reach out and touch her if he wanted. Choke the life out of her with his bionic arm.

"How do you know?" He asks instead.

Danvers smiles.

"Because I didn't."


	6. Chapter 6

She calls him 'Buchanan'. Says he needs a name, and 'Bucky' or 'Barnes' or even 'James' brings up emotions that he'd rather let lie.

He calls her 'Danvers', because calling her 'Carol' would mean he's accepted her as an ally rather than a means to an end.

He knows this because she's told him. (The only SHIELD agent he's known to keep her words and emotions on her sleeve and make it seem like _she's _got the advantage.

He knows she does.)

She tells him everything when they're on the road to New York (tells him he was born and raised in Brooklyn, and if they have any hope in regaining his memories, it would be there).

She tells him about Mar-vell and Yon-Rogg and the Psyche-Magnetron, which turned her into a half-Kree—an alien, he thinks?—superhuman. She tells him how SHIELD found out and tried to subdue her, take her back in and train her like some runaway lapdog.

(She doesn't tell him about how she lost her memories, and when he asks, she clams up and doesn't speak until they reach the Lincoln Tunnel.)

"I was attacked."

She says it so quietly, he almost doesn't hear.

"I thought they were my friends. I had just moved to San Francisco, trying to start a new life as a magazine editor, of all things. Was angry at SHIELD, spilled a few secrets. Not enough to get on their hit list—I'd gotten too popular for them to simply take me out with a sniper and leave the authorities to their guesses—but just enough to let them know I was there."

Her voice takes on that same detached and indifferent tone it did in the Smithsonian. Her crystalline eyes weren't tearful, but they were glistening with an emotion he couldn't place.

"They were mutants. Outcasts from even their own kind. 'Least, that's what they told me. I could understand that. Guess I was wrong. One minute I'm jogging down the Golden Gate, the next… I was found floating unconscious in the bay. No memory, no powers. They took away everything that made me _me_.

She frowns and grips the wheel tightly.

"They found out who I was soon enough. ID'd me and shipped me off to some psychiatric center. I busted myself out two weeks later and a couple other mutants found me. Took me to Westchester, to a psychic named Charles Xavier. Apparently the guy'd heard about what happened to me and blamed himself for the whole thing. Him and his team helped me along, I got my memories back, and my powers kicked in soon after. Not as strong as I used to be, though. My powers only come into play when my adrenaline's spiked, apparently. And my memories, well… the emotional connection to the memories I _did _get back were completely severed."

They stay quiet for about a minute until she leans forward and switches the radio on.

They don't speak until they see the old brick houses and the Empire State Building gleaming in the distance. There is no epiphany, no sudden flashes of his early adolescence. But there's a twinge of… emotion (the feeling is so unfamiliar he panics and breaks the seatbelt of her rental) there in the pit of his stomach.

He watches a couple of kids play basketball in an alleyway, and he suddenly feels like a ghost among the living.

He doesn't notice he's said so aloud until Danvers snorts and says, "That's more than I got."

He asks if they're gonna go see the psychic in Westchester, and she grunts her affirmative.

(He doesn't understand her sudden annoyance until he sees a flash of red and blue flying past, waving madly in their direction. "Damn that kid," she mutters and rolls down the window to flick him off.

"Who was that?"

"Hm? Oh, that was Spiderman.")

The closer they get to the heart of Brooklyn, the tighter the feeling in his stomach coils.

"It'll hurt," she says when his eyes (never his entire face, he's too good for that) flash with anxiety. "You'll remember everything. The good, but the bad too. Professor Xavier said my mind was trying to protect me. I don't know about you, though. Your memory loss is… _artificial_."

He almost cringes when she says it.

(Almost.)


End file.
